谢尔曼·思特灵律师事务所
SOLICITORS AND INTERNATIONAL LAWYERS
12TH FLOOR GLOUCESTER TOWER | THE LANDMARK | 15 QUEEN’S ROAD CENTRAL | HONG KONG
香港 | 中环 | 皇后大道中十五号 | 置地广场 | 告罗士打大厦十二楼
WWW.SHEARMAN.COM | T 电话 +852.2978.8000 | F 传真 +852.2978.8099
PARTNERS Matthew D. Bersani Nils Eliasson | Sidharth Bhasin † | Brian G. Burke † | Lorna Xin Chen | Peter C.M. Chen |
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REGISTERED FOREIGN LAWYERS |
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Emmanuel Jacomy ‡ | Shichun Tang ‡‡ | Xiaogang Wang ‡‡ |
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October 16, 2017
VIA EDGAR AND OVERNIGHT COURIER
Erin E. Martin, Special Counsel
David Lin, Staff Attorney
Michael Henderson, Staff Accountant
Robert Klein, Staff Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Re: Hexindai Inc. (CIK No. 0001702318)
Amendment No. 1 to the Registration Statement on Form F-1
Dear Ms. Martin:
On behalf of our client, Hexindai Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 1 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today four courtesy copies of the Amended Registration Statement and the current exhibit volume. The Amended Registration Statement is marked to show changes to the registration statement publicly filed and submitted to the staff of the Commission (the “Staff”) on September 29, 2017.
ABU DHABI | BEIJING | BRUSSELS | DUBAI | FRANKFURT | HONG KONG | LONDON | MENLO PARK | MILAN | NEW YORK | PARIS | ROME | SAN FRANCISCO | SÃO PAULO | SAUDI ARABIA* | SHANGHAI | SINGAPORE | TOKYO | TORONTO | WASHINGTON, DC
SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.
*DR. SULTAN ALMASOUD & PARTNERS IN ASSOCIATION WITH SHEARMAN & STERLING LLP
In response to the Staff’s verbal comments, the Company is refiling a revised Exhibit 8.3 (Opinion of Han Kun Law Offices regarding certain PRC law matters) together with the Amended Registration Statement.
Should you have any questions about the responses contained herein, please contact me at (852) 2978-8028 (office) or by email at stephanie.tang@shearman.com. Questions relating to accounting and auditing matters of the Company may also be directed to Rong Liu, partner at Marcum Bernstein & Pinchuk LLP, by phone at (86)159-0122-8727 or via email at rong.liu@marcumbp.com.
| Sincerely yours, |
| /s/ Stephanie Tang |
| Stephanie Tang |
Enclosures
CC: Zhou Xinming, Chief Executive Officer and Director, Hexindai Inc.
Qisen Zhang, Chief Financial Officer, Hexindai Inc.
Fang Liu, Attorney at Law, Mei & Mark LLP
Rong Liu, Partner, Marcum Bernstein & Pinchuk LLP